NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

Structure of fixed compensation granted to the Chief Executive Officer for fiscal year 2019

€160,000 Free allocation of performance shares

30 % Individual strategic targets

5% oversight in terms of supervision and control 15% roll-out of the 2018-2020 Strategic Plan 5% implementation of Natixis transformation 5% managerial performance

Total compensation granted in respect of 2019

€802,384 Fixed compensation

€1,950,646

70 % Quantitative targets 25% BPCE’s financial performance (12.5% net income (Group share), 8.3% cost/income ratio, 4.2% net revenues) 45% Natixis’ financial performance (11.25% net revenues, 11.25% net income (Group share), 11.25% cost/income ratio, 11.25% ROTE)

€988,262 Annual variable compensation

into an “Article 82”type life insurancepolicy(in referenceto the French General Tax Code) put in place by Groupe BPCE. The premiums on this policy were paid by the Chief Executive Officer and not by Natixis. In2019, François Riahipaid€117,333into his policy.

Changes to Chief Executive Officer François Riahi's compensation since 2018 (fixed portion + annual variable compensation awarded + performance share plan)

Severance payments and consideration for non-compete agreement

€ 160,000

On May 2, 2018, the Board of Directors decided that FrançoisRiahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor, the commitments and agreements for which were approved at the May 23, 2018 General Shareholders’ Meeting. Rules for calculating the severance payment The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar yearsof activity. The amount of severance pay is equal to monthly reference compensation x(12 months+1 monthper year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position withinGroupe BPCE. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income (Group share), ROE and the cost/income ratio reported for the two years prior to leaving the company. The Board of Directors will verify the satisfaction of thesecriteria as necessary: Average Natixis net income (Group share) for the period 1. in question equal to or higher than 75% of the expected budget average (1) for the period; Average Natixis ROE for the period in question equal to or 2. higher than 75% of the expected budget average (1) for the period; Natixis’ cost/income ratio less than 75% at the time of leaving 3. (last half-year closed).

€ 988,262

€ 93,333

€ 528,190

€ 802,384

€ 468,055

2018 (7 months) 2019   Free share plan (corresponding to the value on the allocation date) Annual allocated variable compensation Fixed compensation + fringe benefits in €

Fringe benefits The Chief ExecutiveOfficer receivesa family allowanceinaccordance with the same rules as those applied to Natixis employeesin France, i.e. €2,324. François Riahi also receives health benefits and personal protection insurance, the terms of which are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive officers. The correspondingemployer contributionamount for this protectionis €21,112.

Post-employment benefits Pension Plan

Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plan. He is not covered by the kind of supplementarypension plans described in Article 39 (defined benefit plan) or Article 83(voluntarilydefinedcontributionplan) of the French General Tax Code. Furthermore,Natixis’ Chief Executive Officer paid

Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four half-year periods prior to leaving). (1)

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NATIXIS MEETING NOTICE 2020